Exhibit 10.5
Certain identified information marked with [***] has been excluded from the exhibit because it is both
not material and is the type that the registrant treats as private or confidential.
AMENDMENT # 8 TO EXCLUSIVE LICENSE AGREEMENT
BETWEEN IONQ, INC., DUKE UNIVERSITY AND UNIVERSITIY OF MARYLAND
This Amendment #8 to the Exclusive License Agreement entered into by and between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina ("DUKE") and IonQ, Inc. (“Licensee”) is effective as of the date of last signature below.
Background: UMD and Licensee executed an Exclusive License Agreement dated effective July 19, 2016 and amended September 22, 2017, October 4, 2018, April 27, 2021, September 10, 2021, January 23, 2023 and February 2, 2024 (collectively “Exclusive License Agreement”). In connection with the Exclusive License Agreement, DUKE and Licensee executed an Exclusive Option Agreement, effective July 15, 2016, which was amended on December 18, 2020 and on March 19, 2021 (“Option Agreement”). Under the terms and conditions of the Option Agreement, DUKE granted Licensee, and Licensee accepted, an exclusive option during the Option Period (as defined in the Option Agreement) to obtain a worldwide exclusive license, with the right to sublicense, under the Exclusive License Agreement to DUKE’s rights in Option IP (the "Option"). DUKE has disclosed certain Option IP to Licensee and Licensee elects to exercise its Option to license such Option IP by executing this Amendment #8 to the Exclusive License Agreement. To that end, DUKE and Licensee hereby agree that the Exclusive License Agreement is amended as follows:
ACCEPTED AND AGREED TO
DUKE UNIVERSITY IONQ, INC.
BY /s/ Robin L. Rasor BY /s/ Francisco Castro
NAME: Robin L. Rasor NAME: Francisco Castro, Ph.D.
Title: Associate Vice President Title: Associate General Counsel,
Office for Translation & Commercialization Intellectual Property
DATE: 17 March 2025 DATE: 17 March 2025